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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
November 26, 2025
Date of Report (Date of earliest event reported)
A Paradise Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands |
|
001-42769 |
|
n/a |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
The Sun’s Group Center
29th Floor, 200 Gloucester Road
Wan Chai
Hong Kong |
|
n/a |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +852 9583 3199
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-eighth of one Class A ordinary share |
|
APADU |
|
The Nasdaq Global Market LLC |
| Class A ordinary shares, with no par value |
|
APAD |
|
The Nasdaq Global Market LLC |
| Rights |
|
APADR |
|
The Nasdaq Global Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other
Events.
A Paradise Acquisition Corp. is a blank check company incorporated
as a British Virgin Islands business company with limited liability and formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“A Paradise”).
On November 26, 2025, A Paradise entered into a Business Combination
Agreement (the “Business Combination Agreement”) with A Paradise Merger Sub I, Inc., a Cayman Islands exempted company and
a direct wholly owned subsidiary of A Paradise (“Merger Sub”), and Enhanced Ltd, a Cayman Islands exempted company with limited
liability (“Enhanced”).
On November 26, 2025,
A Paradise and Enhanced issued a press release announcing their entry into the Business Combination Agreement. The press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
On November 26,
2025 A Paradise and Enhanced made available a presentation prepared for use in connection with various meetings with investors, which
is attached as Exhibit 99.2 hereto and incorporated by reference herein.
Important Information
for Investors and Shareholders
This Current Report relates
to a proposed transaction involving A Paradise and Enhanced. This Current Report does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
A Paradise and Enhanced intend to file a registration statement on Form S-4 with the SEC, which will include a document that serves as
a prospectus and proxy statement of A Paradise, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent
to all A Paradise shareholders. A Paradise and Enhanced also will file other documents regarding the business combination with the SEC.
Before making any voting decision, investors and security holders of A Paradise are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the business combination
as they become available because they will contain important information about the business combination. Neither the SEC nor any securities
commission or any other U.S. or non-U.S. jurisdiction has approved or disapproved of the business combination or information included
herein.
Investors and security
holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by A Paradise and Enhanced through the website maintained by the SEC at www.sec.gov. The documents
filed by A Paradise with the SEC also may be obtained upon written request to A Paradise Acquisition Corp., The Sun’s Group Center,
29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong, Attention: Claudius Tsang, Chief Executive Officer, +852 9583 3199.
Participants in the
Solicitation
Enhanced, A Paradise
and their respective directors and executive officers may be deemed participants in the solicitation of proxies from A Paradise’s
stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description
of their interests in A Paradise is contained in A Paradise’s final prospectus related to its initial public offering dated July
29, 2025, which was filed with the SEC and is available free of charge at the SEC’s website at www.sec.gov and in A Paradise and
Enhanced’s registration statement on Form S-4 which will be filed with the SEC, and will be available free of charge at the SEC’s
website at https://www.sec.gov/, or by directing a request to A Paradise Acquisition Corp., The Sun’s Group Center, 29th Floor,
200 Gloucester Road, Wan Chai, Hong Kong, Attention: Claudius Tsang, Chief Executive Officer, +852 9583 3199. Additional information regarding
the interests of such participants will be contained in the registration statement when available.
A list of the names of
the directors and executive officers of Enhanced and information regarding their interests in the business combination will be contained
in the registration statement when available. Additional information regarding the interests of such participants in the solicitation
process may also be included in other relevant documents when they are filed with the SEC.
Forward-Looking Statements
This Current Report only speaks at the date hereof
and may contain, and related discussions contain, “forward-looking statements” within the meaning of U.S. federal securities
laws. These statements include descriptions regarding the intent, belief, estimates, assumptions or current expectations of A Paradise,
Enhanced or their respective officers with respect to the consolidated results of operations and financial condition, future events and
plans of A Paradise and Enhanced. These forward-looking statements may be identified by a reference to a future period or by the use of
forward-looking terminology. Forward-looking statements are typically identified by words such as “expect”, “believe”,
“foresee”, “anticipate”, “intend”, “estimate”, “goal”, “strategy”,
“plan”, “target” and “project” or conditional verbs such as “will”, “may”,
“should”, “could”, or “would” or the negative of these terms, although not all forward-looking statements
contain these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking
statements are not historical facts, and are based upon management’s current expectations, beliefs, estimates and projections, and
various assumptions, many of which are inherently uncertain and beyond A Paradise’s and Enhanced’s control. Such expectations,
beliefs, estimates and projections are expressed in good faith, and management believes there is a reasonable basis for them. However,
there can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved, and actual results
may differ materially from what is expressed in or indicated by the forward-looking statements. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance,
a prediction, or a definitive statement of fact or probability.
Important factors that could cause actual results
to differ materially from those suggested by the forward-looking statements include, but are not limited to: the outcome of any legal
proceedings that may be brought against Enhanced or A Paradise following the announcement of the transactions described herein; the inability
to complete the transactions described herein; the failure to obtain required regulatory or shareholder approvals; the valuation of Enhanced
in connection with the business combination, which was determined through negotiations among affiliated parties and may not represent
a market-based valuation; Enhanced’s unproven business model, limited operating history, and minimal revenue to date; the success
of the inaugural 2026 Enhanced Games and subsequent events; audience, sponsor and media demand for performance-enhanced competition and
related products; the availability of financing and proceeds from the private placement financing described herein; public, medical, regulatory,
and ethical scrutiny of performance-enhancement substances and telehealth practices; the evolution of applicable sports, health, and data-privacy
regulations; competition from established sports organizations and entertainment providers; insurance coverage limitations and increased
operating costs; dependence on key management and medical personnel; exposure to litigation, antitrust or regulatory actions; risks related
to market volatility, redemptions and the consummation of the business combination; Enhanced’s ability to develop and, expand its
information technology and financial infrastructure; Enhanced’s intellectual property position, including the ability to maintain
and protect intellectual property; the need to hire additional personnel and ability to attract and retain such personnel; the ability
to recruit and retain athletes, coaches and partners; its ability to obtain additional capital and establish, grow and maintain cash flow
or obtain additional and adequate financing; the effects of any future indebtedness on Enhanced’s liquidity and its ability to operate
the business; its expectations concerning relationships with third parties and partners; the impact of laws and regulations and its ability
to comply with such laws and regulations including laws and regulations relating to consumer protection, advertising, tax, data privacy,
and anti-corruption; any changes in certain rules and practices of U.S. and Non-U.S. entities, including U.S.A. Swimming, U.S.A. Track&
Field, U.S.A Weightlifting, World Anti-Doping Agency, World Aquatics, World Athletics, the International Weightlifting Federation and
other sport governing bodies; its expectations regarding the period during which Enhanced will qualify as an emerging growth company under
the JOBS Act; the increased expenses associated with being a public company; and Enhanced’s anticipated use of its existing resources
and proceeds from the transactions described herein.
There may be other risks not presently known to
us or that we presently believe are not material that could also cause actual results to differ materially. Analysis and opinions contained
in this Current Report may be based on assumptions that, if altered, can change the analysis or opinions expressed. In light of the significant
uncertainties inherent in the forward-looking statements included in this Current Report , the inclusion of such forward-looking statements
should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Current Report will
be achieved, and you are cautioned not to place substantial weight or undue reliance on these forward-looking statements. These forward-looking
statements speak only as of the date they are made and, A Paradise and Enhanced each disclaims any obligation, except as required by law,
to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release Dated November 26, 2025 |
| 99.2 |
|
Investor Presentation |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
A PARADISE ACQUISITION CORP. |
| |
|
| Dated: November 26, 2025 |
By: |
/s/ Claudius Tsang |
| |
Name: |
Claudius Tsang |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
